Aveng - postings of circulars and GM notices

Wednesday 12th October, 2016
On 10 August 2016, Aveng announced on SENS (â??Announcementâ?) the staged disposal by Aveng Africa of its steel reinforcing and mesh business to Kutana Steel (Pty) Ltd. (â??Steeledale Transactionâ?). The Steeledale Transaction constitutes a Category 2 Related Party transaction in terms of the JSE Listings Requirements and is subject to the conditions precedent detailed in the Announcement.

Aveng Capital Partners
The Announcement also detailed that a Share Sale Agreement had been concluded in terms of which Aveng, through its wholly-owned subsidiaries Aveng Africa (Pty) Ltd. (â??Aveng Africaâ?) and Steelmetals (Pty) Ltd. (â??the Sellersâ?), intended to dispose of the equity interests held by the Sellers in Blue Falcon 140 Trading (RF) (Pty) Ltd., Windfall 59 Properties (RF) (Pty) Ltd., Imvelo Concession Company (RF) (Pty) Ltd. and N3 Toll Concession (RF) (Pty) Ltd. and certain loans owing to Aveng Africa (as applicable) to Celanex (Pty) Ltd., a wholly-owned subsidiary of Royal Bafokeng Holdings (Pty) Ltd. (â??ACP Transactionâ?). The ACP Transaction constitutes a Category 1 transaction in terms of the Listings Requirements of the JSE Limited (â??JSE Listings Requirementsâ?) and is subject to the conditions precedent detailed in the Announcement.

Posting of circulars and notice of general meetings
Shareholders are hereby advised that the notices of general meetings and the two circulars relating to the approval of the Steeledale Transaction and the ACP Transaction (â??Circularsâ?), respectively, will be posted to shareholders today, 12 October 2016. The Circulars include summaries of the respective transactions and the pro forma financial effects of the transactions on Aveng. In addition, the circular relating to the Steeledale Transaction contains the report of the independent expert in respect of the Steeledale Transaction. The independent expert has confirmed that the terms and conditions of the Steeledale Transaction are fair to shareholders.

Notice is hereby given that the general meetings of shareholders for the approval of the Steeledale Transaction and the ACP Transactions will be held at 10h00 and 10h15, respectively, on Monday, 14 November 2016 at Aveng Park, Main Boardroom, Block A, No 1 Jurgens Road, Jet Park, Boksburg, to transact the business as set out in the Circulars.

Salient dates
The Circulars containing the notices of general meetings will be posted to Aveng shareholders who were recorded as such in the Aveng register of shareholders on Friday, 7 October 2016, being the notice record date used to determine which shareholders are entitled to receive notices of the general meetings.

The record date for shareholders to be recorded in the register of Aveng shareholders in order to be able to attend, participate and vote at the general meetings is Friday, 4 November 2016 (â??Voting Record Dateâ?). Accordingly, the last date to trade in order to be registered in the Aveng register of shareholders is Tuesday, 1 November 2016. Forms of proxy must be lodged by no later than 10h00 on Thursday, 10 November 2016.

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